OFFER DOCUMENT 2015 1 CONTENTS Important Information 3 Chairman s Letter 6 Important Elements of the Offer 8 Important Dates 10 Actions to be Taken by Eligible Shareholders 11 Terms of the Offer 14 Glossary 19 Directory 22 This Offer Document is an important document. It explains Pacific Edge Limited s plans to raise new capital of $35.3 million through a rights issue and your opportunity to participate. The rights issue detailed in this Offer Document will give all Eligible Shareholders the right to acquire 2 additional shares for every 11 shares they hold on the Record Date (5:00pm on 9 June 2015), at a price of $0.61 per share. Please take the time to read this Offer Document carefully, and if necessary seek financial advice from an Authorised Financial Advisor.
2 OFFER DOCUMENT 2015
OFFER DOCUMENT 2015 3 IMPORTANT INFORMATION General Information This Offer Document has been prepared by Pacific Edge Limited ( PEL ) in connection with a prorata 2 for 11 renounceable rights offer of ordinary shares ( Offer ). The Offer is made under the exclusion in clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 ( FMCA ). This Offer Document is not a prospectus, investment statement, disclosure document or product disclosure statement for the purposes of the Securities Act 1978 or the FMCA and does not contain all of the information that an investor would find in such a document or which may be required in order to make an informed investment decision about the Offer or PEL. Additional Information Available Under Continuous Disclosure Obligations PEL is subject to continuous disclosure obligations under the Listing Rules. Market releases by PEL, including its preliminary results announcement for the full year ended 31 March 2015 and the Investor Presentation, are available at www.nzx.com under the stock code PEB. PEL may, during the Offer, make additional releases to NZX. No release by PEL to NZX will permit an Applicant to withdraw any previously submitted application without PEL s prior consent. The market price of Shares may increase or decrease between the date of this Offer Document and the date of allotment of New Shares. Any changes in the market price of Shares will not affect the Issue Price, and the market price of New Shares following allotment may be higher or lower than the Issue Price. Withdrawal PEL reserves the right to withdraw all or any part of the Offer at any time prior to the Issue Date at its absolute discretion. Offering Restrictions This Offer Document is intended for use only in connection with the Offer to Eligible Retail Shareholders with a registered address in New Zealand, and Eligible Institutional Shareholders with a registered address in New Zealand, Australia, Hong Kong or Singapore (in each case to Shareholders who are not in the United States and that are not acting for the account or benefit of a person in the United States). This Offer Document does not constitute an offer, advertisement or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer, advertisement or invitation. This Offer Document may not be sent or given to any person outside New Zealand in circumstances in which the Offer or distribution of this Offer Document would be unlawful. The distribution of this Offer Document (including an electronic copy) outside New Zealand may be restricted by law. In particular, this Offer Document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside New Zealand except to the extent permitted below or as PEL may otherwise determine in compliance with applicable laws. Further details on the offering restrictions that apply are set out in the section of this Offer Document headed Terms of the Offer. If you come into possession of this Offer Document, you should observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities law. PEL disclaims all liability to such persons.
4 OFFER DOCUMENT 2015 No Guarantee No guarantee is provided by any person in relation to the New Shares to be issued under the Offer. Likewise, no warranty is provided with regard to the future performance of PEL or any return on any investments made pursuant to this Offer Document. Eligible Shareholders should be aware that there are risks associated with investing in the New Shares. The principal risk is that Eligible Shareholders may not be able to recoup the Issue Price and/or may not receive any dividends, entitlements or other distributions in respect of the New Shares. In addition, the market for the New Shares may not be liquid. If liquidity is low, Eligible Shareholders may be unable to sell their New Shares at an acceptable price or at all. Dividend Policy The payment of dividends is at the discretion of the Board. The Board has no present intention to make a distribution. This policy may change from time to time at the discretion of the Board as and when funds permit. The New Shares allotted from this Offer will participate alongside Existing Shares in any dividends declared by PEL subsequent to their allotment.
OFFER DOCUMENT 2015 5 Use of Funds The funds raised are planned to be used by PEL for the following business growth opportunities: 1. growing its United States business, including expanding its sales force in the United States from 12 to 18 people to service 19 major metro regions in the United States. Cash outflows in relation to United States growth are estimated to be $3.7 million in the year ending 31 March 2016 and $4.2 million in the year ending 31 March 2017; 2. evaluating entry into and, if favourable, launching operations in Singapore as an entry point into the South East Asian markets. Cash outflows in relation to South East Asia are estimated to be $0.7 million in the year ending 31 March 2016 and $3.1 million in the year ending 31 March 2017; 3. completing the commercialisation of its third and fourth Cxbladder diagnostic tests, Cxbladder Monitor and Cxbladder Predict. Cash outflows in relation to bringing these products to market are estimated to be $1.1 million in the year ending 31 March 2016 and $1.3 million in the year ending 31 March 2017; 4. bringing new product technology and product improvements through to its markets; and 5. strengthening its balance sheet allowing PEL to take advantage of commercial opportunities which arise. The estimated amounts set out above are PEL s current expectations of the level of funding required to carry out these activities. These estimates are based on information available to PEL as at the date of this Offer Document. There are unknown factors, many of which are beyond the control of PEL, which may contribute to the actual amounts differing from the estimated amounts. For example PEL is still evaluating entry into the South East Asian market. If it does not enter this market then these funds may not be expended in full or in part. Decision to Participate in the Offer The information in this Offer Document does not constitute a recommendation to acquire New Shares nor does it amount to financial product advice. This Offer Document has been prepared without taking into account the particular needs or circumstances of any Applicant or investor, including their investment objectives, financial and/or tax position. Privacy Any personal information provided by Eligible Shareholders on the Entitlement and Acceptance Form will be held by PEL and/or the Registrar at the addresses set out in the Directory. This information will be used for the purposes of administering your investment in PEL. This information will only be disclosed to third parties with your consent or if otherwise required by law. Under the Privacy Act 1993 (New Zealand), you have the right to access and correct any personal information held about you. Enquiries Enquiries about the Offer can be directed to an NZX Primary Market Participant, an Authorised Financial Adviser, or your solicitor, accountant or other professional adviser. If you have any questions about the number of New Shares to which you are entitled, or how to complete the Entitlement and Acceptance Form, please contact the Registrar (as shown in the Directory).
6 OFFER DOCUMENT 2015 CHAIRMAN S LETTER Dear Shareholder, On behalf of the Board of Pacific Edge Limited, we are pleased to invite you as an Eligible Shareholder to participate in this Offer of New Shares via a renounceable rights issue. Pacific Edge intends to raise $35.3 million in additional capital to help fund its continued growth. The Offer is fully underwritten by First NZ Capital Securities Limited. The proceeds from the Offer will be used to fund our growth strategy, in particular to: Expand our sales force in the United States from 12 to 18 people to service 19 major metro regions in the United States; Evaluate entry into, and if favourable, launch operations in Singapore as an entry point into South East Asia; and Complete the commercialisation of our third and fourth Cxbladder diagnostic tests, Cxbladder Monitor and Cxbladder Predict. In addition, the proceeds will be used to strengthen our balance sheet allowing us to take advantage of commercial opportunities which arise. Pacific Edge is now at an exciting stage as we grow our commercial revenue in the United States, expand our product portfolio and look to other target markets. We are already achieving early success with our first two Cxbladder products Cxbladder Detect (in New Zealand, Australia and the United States) and Cxbladder Triage (in New Zealand) and expect to announce the launch of the further two tests in the next 24 months as we move towards providing a one-stop shop for bladder cancer detection and management. The four products in our suite are designed to be sequential and complementary to each other, providing urologists and patients with the diagnostic resolution and utility they desire. We are focused on building sales in the United States, which potentially offers millions of Cxbladder test opportunities each year. Expanding our specialist sales team will be an essential element in our drive to expand our presence in this key market. We have also identified opportunities in other international markets. In particular, South East Asia presents a real and significant prospect for our company. Singapore offers a number of benefits as an initial entry point into the region, including a significant number of medical tourists who are being offered treatment in South East Asia. The Offer Under this Offer, Eligible Shareholders are entitled (but not obliged) to subscribe for 2 New Shares for every 11 Existing Shares held as at 5.00pm on 9 June 2015, at a price of $0.61 per New Share (with entitlements to fractions of a New Share rounded down to the nearest whole number). Your rights to subscribe for New Shares under the Offer are renounceable ( Rights ). This means that, if you are an Eligible Shareholder, you may take the following actions: take up all or some of your Rights; OR sell all or some of your Rights; OR take up some of your Rights and sell all or some of the balance; OR do nothing with all or some of your Rights.
OFFER DOCUMENT 2015 7 If you do nothing with your Rights, you will be unable to subscribe for any New Shares to which those Rights relate, or realise any value for your Rights. This Offer Document sets out important information about the Offer and the terms and conditions. Before making your investment decision, I encourage you to read this Offer Document in full. If you are in doubt as to what you should do, you should consult your financial or other professional adviser or an NZX Primary Market Participant. The Offer is due to close at 5.00 pm on 29 June 2015. The Board wishes to thank you for your continued support of Pacific Edge. Yours faithfully, C. J. Swann Chairman
8 OFFER DOCUMENT 2015 IMPORTANT ELEMENTS OF THE OFFER Issuer The Offer Eligible Shareholder Rights Issue Price Pacific Edge Limited A pro-rata renounceable rights issue of 2 New Shares for every 11 Existing Shares held on the Record Date. A person that is either an Eligible Retail Shareholder or an Eligible Institutional Shareholder. The right to subscribe for New Shares under the Offer. Eligible Shareholders have an entitlement to subscribe for 2 New Shares for every 11 Existing Shares held on the Record Date (5.00 pm, 9 June 2015). Eligible Shareholders may take up some or all or none of their Rights. $0.61 per New Share. Offer Size The amount to be raised under the Offer is $35.3 million. Oversubscriptions New Shares Ordinary Shares currently on issue Maximum number of New Shares being offered Maximum number of Ordinary Shares on completion of the Offer How to apply Eligible Institutional Shareholder There is no oversubscription facility for this Offer. Ordinary shares of the same class as, and that rank equally with, Existing Shares on the Issue Date. 318,615,921 Ordinary Shares quoted on the NZX Main Board. 57,930,167 New Shares. 376,546,088 Ordinary Shares. Applications must be made by completing the enclosed Entitlement and Acceptance Form and returning it to the Registrar together with payment in New Zealand dollars. See Actions to be taken by Eligible Shareholders later in this Offer Document. A Shareholder, as at 5.00 pm (NZ time) on the Record Date, with a registered address in New Zealand, Australia, Hong Kong or Singapore, and, in each case, who is an Institutional Investor (or a nominee of Institutional Investors) who is not in the United States and not acting for the account or benefit of a person in the United States.
OFFER DOCUMENT 2015 9 Eligible Retail Shareholder Offer Underwritten A Shareholder, as at 5.00 pm (NZ time) on the Record Date, with a registered address in New Zealand, who is not in the United States and not acting for the account or benefit of a person in the United States and not being an Eligible Institutional Shareholder or an Ineligible Institutional Shareholder. The Offer is fully underwritten by the Underwriter.
10 OFFER DOCUMENT 2015 IMPORTANT DATES Announcement of the Offer 28 May 2015 Rights trading commences on the NZX Main Board 5 June 2015 Record Date for determining Entitlements 5:00 pm, 9 June 2015 Letters of Entitlement sent to Eligible Shareholders 11 June 2015 Opening Date for the Offer 12 June 2015 Rights trading ends on the NZX Main Board 5:00 pm, 23 June 2015 Closing Date for the Offer (last day for receipt of the completed Entitlement and Acceptance Form with payment) 5:00 pm, 29 June 2015 Allotment and issue of New Shares under the Offer 6 July 2015 Expected date for quotation of New Shares issued under the Offer 6 July 2015 These dates are subject to change and are indicative only. PEL reserves the right to amend this timetable (including by extending the Closing Date) subject to applicable laws and the Listing Rules. PEL reserves the right to withdraw the Offer and the issue of New Shares at any time before the Issue Date at its absolute discretion.
OFFER DOCUMENT 2015 11 ACTIONS TO BE TAKEN BY ELIGIBLE SHAREHOLDERS Available Actions If you are an Eligible Shareholder, accompanying this Offer Document is an Entitlement and Acceptance Form showing the number of Rights to subscribe for New Shares that you are entitled to under the Offer. You may take one of the following actions in respect of your Rights: accept all or part of your Rights; sell all or part of your Rights; accept part of your Rights and sell all or part of the remaining balance; or do nothing with all or part of your Rights. Important If you do nothing with your Rights before the Closing Date, they will lapse and you will not be able to subscribe for any New Shares under the Offer or realise any other value for your Rights. The Offer is pro-rata. If you take up all of your Rights your percentage shareholding in PEL will not reduce but if you do not take up all your Rights, your percentage shareholding will reduce following the completion of the Offer. For example, if you hold 11,000 Shares on the Record Date, you will have 2,000 Rights. If you decide not to take up any of your Rights, and all other shareholders do take up their Rights, your percentage interest in PEL will reduce by a factor of 15.4%. Accepting Your Entitlement Eligible Shareholders who wish to accept all or part of their Rights should return their completed Entitlement and Acceptance Form and deliver it to the Registrar, along with payment of the Issue Price in full, by no later than the Closing Date in accordance with the instructions set out in the Entitlement and Acceptance Form. There is no minimum number of New Shares that you must subscribe for under the Offer. Applicants will not be treated as having offered to purchase a greater number of New Shares than the number for which payment is made. Selling Your Entitlement The Rights are renounceable. This enables Eligible Shareholders who do not wish to accept all or part of their Entitlement to sell those Rights they have not accepted. If you wish to sell all or part of your Rights, this can be effected on the NZX Main Board by instructing an NZX Primary Market Participant to sell all or part of the number of Rights specified in the Entitlement and Acceptance Form. You will need to provide your Authorisation Code (FIN) and your Common Shareholder Number (CSN) to the NZX Primary Market Participant who you wish to sell your Rights through. You will be required to pay brokerage in respect of that sale. Trading of Rights will commence on the NZX Main Board under the code PEBRD on 5 June 2015 and will end at 5:00 pm on 23 June 2015. Your Rights may be sold on the NZX Main Board between these dates, should you choose not to accept your full Entitlement. If you wish to sell your Rights using this method you must do so before close of trading of the NZX Main Board on the end date for trading of Rights. Renunciations must be lodged with the Registrar, Link Market Services Limited, no later than the Closing Date (5.00 pm on 29 June 2015). The Registrar s details for the return of your Entitlement and Acceptance Form are set out in the Directory (page 23).
12 OFFER DOCUMENT 2015 Accepting Part of Your Entitlement and Selling the Balance There is no minimum number of New Shares that you must subscribe for under the Offer. You may accept as many or as few of your Rights as you wish. If you wish to accept part of your Rights and sell the balance, you should: instruct an NZX Primary Market Participant to sell the number of Rights you wish to renounce; and indicate the number of New Shares you wish to accept in the Entitlement and Acceptance Form and send your completed Entitlement and Acceptance Form, together with payment for the number of New Shares applied for, directly to the NZX Primary Market Participant through whom you sold your Rights. If PEL receives, on or before the Closing Date (5:00 pm on 29 June 2015) both an acceptance and a renunciation by an Eligible Shareholder in respect of the same Rights, effect will be given to the renunciation in priority to the acceptance. Payment instructions Payment instructions are provided under the heading Application Instructions on the Entitlement and Acceptance Form. Payment can only be made by Direct Debit, Cheque or Bank Draft. Please choose only one payment option. Option 1: If you choose the direct debit option you must tick the box authorising the Registrar to direct debit the bank account nominated on the Entitlement and Acceptance Form, on the day the Entitlement and Acceptance Form is received by the Registrar, for the amount applied for on the Entitlement and Acceptance Form. The bank account must be with a New Zealand registered bank. You cannot specify a direct debit date and you must ensure that: the bank account details supplied are correct; the application funds in the bank account for direct debit are available on the day the Registrar receives the Entitlement and Acceptance Form; the person(s) giving the direct debit instruction has/have the authority to operate the account solely/jointly; and the bank account you nominate is a transactional account eligible for direct debit transactions. If you are uncertain you should contact your bank. You must sign the Entitlement and Acceptance Form as this is required as authorisation by the banks for the Registrar to process the direct debit. Should your direct debit fail, your acceptance will be rejected. If requested, a direct debit authority form will be provided to you by the Registrar. Refer to the contact details on the Entitlement and Acceptance Form. Option 2: By bank draft in New Zealand dollars or a cheque drawn from a New Zealand registered bank and made out in New Zealand dollars. Cheques must be made payable to Pacific Edge Entitlement Offer, crossed Not Transferable and must not be post-dated as cheques will be banked on the day of receipt. If your cheque is dishonoured PEL may cancel your allotment of Shares and pursue any other remedies available to it at law.
OFFER DOCUMENT 2015 13 Enquiries If you have any queries about the number of Rights shown on the Entitlement and Acceptance Form which accompanies this Offer Document, or how to complete the Entitlement and Acceptance Form, please contact the Registrar at: Link Market Services Limited Level 7, Zurich House 21 Queen Street Auckland 1010 PO Box 91976 Auckland 1142 Telephone +64 9 375 5998 Fax +64 9 375 5990 Email: applications@linkmarketservices.co.nz
14 OFFER DOCUMENT 2015 TERMS OF THE OFFER 1. The Offer 1.1 The Offer is an offer of New Shares in PEL to Eligible Shareholders under a pro-rata renounceable rights issue. Under the Offer, Eligible Shareholders are entitled to subscribe for 2 New Shares for every 11 Existing Shares held on the Record Date. Any fractional Entitlements will be rounded down to the nearest whole number. 1.2 The New Shares will be of the same class as, and rank equally with, the Existing Shares which are quoted on the NZX Main Board. It is a term of the Offer that PEL will take any necessary steps to ensure that the New Shares are, immediately after the issue, quoted. 1.3 The maximum number of New Shares being offered under the Offer is 57,930,167. 2. Issue Price 2.1 The Issue Price is $0.61 per New Share. Payment for the New Shares must be paid in full on application with a completed Entitlement and Acceptance Form delivered to the Registrar in accordance with the instructions set out in the Entitlement and Acceptance Form. PEL may (at its discretion) accept late applications and Application Monies, but has no obligation to do so. PEL may accept or reject (at its discretion) any Entitlement and Acceptance Form which it considers is not completed correctly, and may correct any errors or omissions on any Entitlement and Acceptance Form. 2.2 If an Eligible Shareholder does not renounce their Rights and does not apply for any New Shares and pay the associated Application Monies by the Closing Date (5.00 pm on 29 June 2015), their Rights will lapse and no value for those Rights will be realised. 2.3 Application Monies received will be held in a trust account with the Registrar until the corresponding New Shares are allotted or the Application Monies are refunded. Interest earned on the Application Monies will be for the benefit, and remain the property, of PEL and will be retained by PEL whether or not the issue and allotment of New Shares takes place. 2.4 Any refunds of Application Monies will be made within 5 Business Days of allotment, or, if a decision is made not to proceed with the Offer, within 5 Business Days of the date of that decision. 3. Eligibility 3.1 The Offer is only open to Eligible Shareholders or persons that PEL is satisfied can otherwise participate in the Offer in compliance with all applicable laws. 3.2 PEL considers that the legal requirements of jurisdictions other than New Zealand, Australia, Hong Kong and Singapore are such that it would be unduly onerous for PEL to make the Offer in those jurisdictions. This decision was made having regard to the small number of Shareholders in such overseas jurisdictions, the financial resources of PEL and the costs of complying with overseas legal requirements. 3.3 This Offer Document is intended for use only in connection with the Offer to: (a) Eligible Retail Shareholders with a registered address in New Zealand; and (b) Eligible Institutional Shareholders with a registered address in New Zealand, Australia, Hong Kong and Singapore;
OFFER DOCUMENT 2015 15 as at 5.00 pm (NZ time) on the Record Date, who are not in the United States and are not acting for the account or benefit of a person in the United States, and does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. 3.4 This Offer Document is not to be sent or given to any person outside New Zealand in circumstances in which the Offer or distribution of this Offer Document would be unlawful. The distribution of this Offer Document (including an electronic copy) outside New Zealand may be restricted by law. If you come into possession of this Offer Document, you should observe any such restrictions and seek your own advice on such restrictions. Any failure to comply with such restrictions may contravene applicable securities law. PEL disclaims all liability to such persons. 3.5 The Entitlements of all Ineligible Shareholders will be issued to a nominee who will endeavour to sell those Entitlements and the proceeds (less transaction costs of 0.5%) will be paid to those Ineligible Shareholders on a pro-rata basis. Australia 3.6 The offer of Entitlements and New Shares under the Offer (and this document for the purposes of that offer) are only being made available in Australia to existing Shareholders of PEL to whom an offer of securities can be made without disclosure in accordance with applicable exemptions in sections 708(8) (sophisticated investors) or 708(11) (professional investors) of the Australian Corporations Act 2001 ( Corporations Act ). This document is not intended to be distributed or passed on, directly or indirectly, to any other class of persons in Australia. 3.7 This document is not a prospectus, product disclosure statement or any other formal disclosure document for the purposes of Australian law and is not required to, and does not, contain all the information which would be required in a disclosure document under Australian law. It may contain references to dollar amounts which are not Australian dollars, may contain financial information which is not prepared in accordance with Australian law or practices, may not address risks associated with investment in foreign currency denominated investments and does not address Australian tax issues. 3.8 This document has not been and will not be lodged or registered with the Australian Securities & Investments Commission or the Australian Securities Exchange and PEL is not subject to the continuous disclosure requirements that apply in Australia. Prospective professional investors should not construe anything in this Offer Document as legal, business or tax advice nor as financial product advice for the purposes of Chapter 7 of the Corporations Act. 3.9 Investors in Australia should be aware that the offer of New Shares for resale in Australia within 12 months of their issue may, under section 707(3) of the Corporations Act, require disclosure to investors under Part 6D.2 if none of the exemptions in section 708 of the Corporations Act apply to the re-sale. Hong Kong 3.10 WARNING: This Offer Document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of the laws of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO ). No action has been taken in Hong
16 OFFER DOCUMENT 2015 Kong to authorise or register this Offer Document or to permit the distribution of this Offer Document or any documents issued in connection with it. The New Shares have not been and will not be offered or sold in Hong Kong other than to professional investors (as defined in the SFO). 3.11 No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere, that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities. 3.12 The contents of this Offer Document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the Offer. If you are in doubt about any contents of this Offer Document, you should obtain independent professional advice. Singapore 3.13 This Offer Document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this Offer Document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore ( SFA ), or as otherwise pursuant to, and in accordance with, the conditions of any other applicable provisions of the SFA. This Offer Document has been given to you on the basis that you are (i) an existing holder of Shares, (ii) an institutional investor (as defined in the SFA) or (iii) a relevant person (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this Offer Document immediately. You may not forward or circulate this Offer Document to any other person in Singapore. Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly. 4. Opening and Closing Dates 4.1 The Offer will open for receipt of acceptances from 12 June 2015 ( Opening Date ). The last day for receipt of the completed Acceptance and Entitlement Form with payment is 5:00pm on 29 June 2015 ( Closing Date ), subject to PEL varying those dates in accordance with the Listing Rules.
OFFER DOCUMENT 2015 17 5. Oversubscription Facility 5.1 There is no oversubscription facility available. Shareholders who wish to acquire more New Shares than their Entitlement may do so by acquiring Rights from Shareholders who have renounced such Rights. 6. Underwriting Agreement 6.1 The Underwriter has fully underwritten the Offer. This means that the Underwriter will subscribe at the Issue Price for that number of New Shares attributable to the Unexercised Rights in accordance with the terms of the Underwriting Agreement. 6.2 A summary of the principal terms of the Underwriting Agreement are set out as follows: (a) The Underwriter has the power to appoint sub-underwriters. (b) The Underwriter will be paid an underwriting fee of 1.5% of the total gross proceeds to be raised under the Offer. The Underwriter will also receive a lead management fee in respect of the Offer which is within the expected range of fees payable for an offer of this nature. (c) If the Underwriting Agreement is terminated by the Underwriter or PEL, a termination fee may be payable to the Underwriter. (d) The Underwriting Agreement contains termination events, representations, warranties and indemnities that are customary for an offer of this nature. (e) The reasons that the Underwriter may terminate its obligations under the Underwriting Agreement include events which have material adverse effects on PEL, its Shares or the Offer. These may be due to events related to PEL or external events, such as changes in financial, economic and political conditions in certain countries or financial markets. (f) PEL has indemnified the Underwriter and sub-underwriters against certain losses incurred as a result of any act or omission of PEL in relation to the Offer, the allotment of the New Shares or the Underwriting Agreement. (g) For a period of six months after the Issue Date PEL may not, without the prior consent of the Underwriter, offer for sale or accept any offers for any Shares or other equity securities offered by PEL ( Securities ), allot or issue any Securities, issue or grant any right or option that entitles the holder to call for the issue of Securities or that is otherwise convertible into, exchangeable for or redeemable by the issue of Securities, otherwise enter into any agreement whereby any person may be entitled to the allotment and issue of any Securities, or make any announcement of an intention to do any of the foregoing, other than under its existing employee incentive scheme or by way of redemption of its equity equivalent units under its existing equity equivalent unit scheme in accordance with the terms of that scheme. 7. Allotment and Issue of New Shares 7.1 New Shares issued pursuant to the exercise of Entitlements are expected to be allotted and issued by 6 July 2015 ( Issue Date ). Transaction statements confirming the allotment of your New Shares will be issued and mailed in accordance with the Listing Rules.
18 OFFER DOCUMENT 2015 8. Terms and Ranking of New Shares 8.1 New Shares allotted and issued will be fully paid and will be the same class as, and rank equally in all respects with, Existing Shares on issue that are quoted on the NZX Main Board on the Issue Date. They will give the holder the right to one vote on a resolution at a meeting of Shareholders (subject to any restrictions in PEL s constitution or the Listing Rules), the rights to dividends authorised by the Board and the right to a proportionate share in any distribution of surplus assets of PEL on any liquidation. 9. Rights 9.1 If you are an Eligible Shareholder you may subscribe for all or a proportion of your New Shares, sell your Entitlement or allow your Entitlement to lapse. See further details in the section of this Offer Document headed Actions To Be Taken By Eligible Shareholders. 10. Stamping Fee 10.1 A broker stamping fee of 0.5% of Application Monies on New Shares allotted will be paid to NZX Primary Market Participants who submit a valid claim for a broker stamping fee on successful applications, subject to a maximum fee of $200 per successful application. The fee will be paid by PEL. PEL reserves the right to decline payment of broker stamping fees where it considers that holdings have been split or otherwise structured to take advantage of the stamping fee arrangements. 11. Minimum Amount to be Raised 11.1 There is no minimum amount that must be raised for the Offer to proceed. 12. NZX Main Board Quotation 12.1 Application has been made for permission to quote the Rights on the NZX Main Board and all the requirements of NZX relating thereto that can be complied with on or before the date of this Offer Document have been duly complied with. However, NZX accepts no responsibility for any statement in this Offer Document. 12.2 The New Shares have been accepted for quotation by NZX and will be quoted upon completion of allotment procedures. NZX Main Board is a financial product market operated by NZX, a licensed market operator, under the FMCA. 13. Governing Law 13.1 This Offer Document, the Offer and any contract resulting from it are governed by the laws of New Zealand, and each Applicant submits to the exclusive jurisdiction of the courts of New Zealand.
OFFER DOCUMENT 2015 19 GLOSSARY Applicant Application Monies Board Business Day Cleansing Notice means an investor whose application for New Shares has been received by the Registrar prior to the Closing Date. means money received by PEL from Eligible Shareholders who have applied for New Shares under the Offer. means the board of directors of PEL. has the meaning given to that term in the Listing Rules. means the cleansing notice issued by PEL as part of the Offer as required under the exclusion in clause 19 of Schedule 1 of the FMCA. Closing Date means 5:00 pm on 29 June 2015. Eligible Institutional Shareholder Eligible Retail Shareholder Eligible Shareholder Entitlement and Acceptance Form Entitlement Existing Shares means a Shareholder, as at 5.00 pm (NZ time) on the Record Date, with a registered address in New Zealand, Australia, Hong Kong or Singapore, and, in each case, who is an Institutional Investor (or a nominee of Institutional Investors) not acting for the account or benefit of a person in the United States. means a Shareholder, as at 5.00pm (NZ time) on the Record Date, with a registered address in New Zealand, not acting for the account or benefit of a person in the United States and not being an Eligible Institutional Shareholder or an Ineligible Shareholder. means a person that is either an Eligible Retail Shareholder or an Eligible Institutional Shareholder. means the personalised entitlement and acceptance form enclosed in this Offer Document for Eligible Shareholders. means the number of Rights to which Eligible Shareholders are entitled. means Shares on issue on the Record Date. FMCA means the Financial Markets Conduct Act 2013. Ineligible Shareholders means Shareholders of PEL who are not Eligible Shareholders.
20 OFFER DOCUMENT 2015 Institutional Investor Investor Presentation Issue Date Issue Price Listing Rules New Share NZX NZX Main Board NZX Primary Market Participant means a person: a. in New Zealand, who PEL and the Underwriter consider is an institutional, habitual, or sophisticated investor; b. in Australia, who PEL considers is a person to whom an offer of shares for issue may lawfully be made without disclosure under Part 6D.2 of the Corporations Act 2001 (Australia) (as modified by any applicable regulatory instrument); c. in Hong Kong, who PEL considers is a professional investor as defined in the Securities and Futures Ordinance (Cap.571) of the Laws of Hong Kong; d. in Singapore, who PEL considers is an institutional investor or a relevant person as defined in the Securities and Futures Act, Chapter 289 of Singapore; and, in each case who is not in the United States or acting for the account or benefit of a person in the United States. means the investor presentation released to NZX on 28 May 2015. means the date of allotment of the New Shares pursuant to the exercise of Entitlements, which is expected to be 6 July 2015. means $0.61 per New Share. means the listing rules of the NZX Main Board, as amended from time to time and for so long as PEL is listed by NZX. means one ordinary share in PEL offered under the Offer of the same class as, and ranking equally in all respects with, PEL s quoted Existing Shares at the Issue Date. means NZX Limited. means the main board equity security market operated by NZX. means any company, firm, organisation, or corporation designated or approved as a primary market participant from time to time by NZX.
OFFER DOCUMENT 2015 21 Offer Offer Document means the offer to subscribe for New Shares to Eligible Shareholders as at the Record Date, under the renounceable rights offer set out in this Offer Document. means this document. Opening Date means 12 June 2015. Ordinary Share PEL means one ordinary fully paid share in PEL. means Pacific Edge Limited. Record Date means 5.00 pm on 9 June 2015. Registrar means Link Market Services Limited. Right means the renounceable right to subscribe for 2 New Shares for every 11 Existing Shares held on the Record Date at the Issue Price, issued pursuant to the Offer. Share Shareholder Underwriter Underwriting Agreement Unexercised Rights means one Ordinary Share. means a registered holder of Shares on issue. means First NZ Capital Securities Limited. means the agreement entered into between PEL and the Underwriter dated 28 May 2015, a summary of the principal terms of which are set out in clause 6.2. means Rights not taken up by the Closing Date, including those of Ineligible Shareholders that have not been sold by the nominee in accordance with clause 3.5. NOTE: All references to time are to New Zealand time. All references to currency are to New Zealand dollars. All references to legislation are references to New Zealand legislation unless stated or defined otherwise.
22 OFFER DOCUMENT 2015 DIRECTORY Enquiries Enquiries about this Offer should be directed to an NZX Primary Market Participant or your financial or legal adviser. Registered Office Anderson Lloyd Level 10, Otago House Cnr Moray Place & Princes Street Dunedin, 9016 New Zealand Telephone: +64 3 479 5800 Facsimile: +64 3 479 5801 Website: www.pacificedge.co.nz Directors Christopher John Swann (Chairman) David Band David Gregory Darling (Chief Executive Officer) Anatole Masfen Charles Trevor Sitch Bryan Raymond George Williams Organising Participant And Underwriter First NZ Capital Securities Limited Level 39, ANZ Centre 23 29 Albert Street Auckland 1010 New Zealand Telephone: +64 9 302 5500 Solicitors Anderson Lloyd Level 10, Otago House Cnr Moray Place and Princes Street Private Bag 1959 Dunedin 9054 New Zealand Telephone: +64 3 477 3973 Facsimile: +64 3 477 3184
OFFER DOCUMENT 2015 23 If you have any queries about the number of Rights shown on the Entitlement and Acceptance Form which accompanies this Offer Document, or how to complete the Entitlement and Acceptance Form, please contact the Registrar at: The Share Registrar Link Market Services Limited Level 7, Zurich House 21 Queen Street Auckland 1010 PO BOX 91976 Auckland 1142 New Zealand Telephone: +64 9 375 5998 Facsimile: +64 9 375 5990 Email: applications@linkmarketservices.co.nz
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